Wellspring Capital Advisors LLC

Fees and Compensation

Wellspring's fees are based on assets under advisement and under some circumstances a flat
annual fee has been negotiated. Fees can vary depending on the level of investment services
provided and are negotiable. Clients are billed quarterly. Clients may be billed for reasonable
travel expenses. If a client chooses to legally terminate their contract before the end of a
calendar quarter after the duration of the legal contract term and after given legal stated
notice, Wellspring fees will be prorated only for the duration that assets were under
advisement. Wellspring does not receive financial compensation for the sale of securities or
other investment products.

                   Performance-Based Fees and Side-By-Side Management

Wellspring does not currently accept performance-based fees.

Types of Clients

Wellspring provides investment advice exclusively to Insurance Companies. While there is no
minimum account size there are minimum fees.

                 Methods of Analysis, Investment Strategies and Risk of Loss

Wellspring uses Fundamental, Technical and Cyclical analysis to provide investment advice.
Advice may be given on long and short-term purchases. Investing in securities involves risk of
loss and clients should be prepared to bear this risk. Investors may lose some or all their
investment. Wellspring gives advice on Equity Securities, Exchange Traded Funds, Warrants, a
variety of Fixed Income Securities including Corporate Debt Securities, Mortgage Backed
Securities, Asset Backed Securities, Commercial Mortgage Backed Securities, Municipal
Securities, Commercial Paper, Certificates of Deposit, Mutual Fund Shares, United States
Government Securities, Options Contracts on Securities and Commodities, Futures Contracts on
Tangibles and Intangibles and Interests in Partnerships investing in Real Estate, Oil, Gas and
other types of investments. Wellspring does not recommend one security type exclusively.